Actiiv coach terms

1. Who we are

1.1 Actiiv ("Actiiv", "we", "us") is a trading name of FLIP OPERATING SYSTEMS LTD, a company registered in England and Wales under company number 17370395, whose registered office is at 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF.

1.2 You can contact us at actiivclub@gmail.com.

1.3 "You" means the person or business that signs up as a coach on Actiiv. If you sign up for a business, you confirm you have authority to accept these terms for it.

2. What these terms cover and how you accept them

2.1 These terms cover your use of the Actiiv coach app (coach.actiiv.club), Coach mode in the Actiiv member app, and any Actiiv service for coaches, including:

• (a) card payments from your clients, through Stripe;
• (b) payment links you share outside the app;
• (c) seat plans (what you pay us for client places).

2.2 You accept these terms when you create your coach account, together with the rest of Actiiv's terms and our privacy notice. If you do not accept them, you cannot use the coach app.

2.3 You use Actiiv for your business, not as a consumer. Consumer cancellation rights do not apply to your coach account or your seat plan.

2.4 If we change these terms, section 17 applies.

3. The relationship: you are the seller, we provide the software

3.1 You sell your coaching. When a client buys coaching from you, whether in the app or through a payment link, the contract for that coaching is between you and your client. You set the price, you decide what is included, you deliver it, and you are responsible for it.

3.2 We provide software and payment facilitation. Actiiv is a software platform. It gives you tools to coach, to take payment and to keep records. It does not sell coaching, employ you, or supervise your coaching. We are not a party to your contract with your client.

3.3 Payments run on your own Stripe account. Card payments are processed by Stripe Payments UK, Ltd. ("Stripe") through Stripe Connect. Every client payment is made on your own connected Stripe account, in your name. Actiiv never holds your clients' money and never sees their card details.

3.4 Stripe's agreement. To take card payments you must set up a Stripe account through the app and accept Stripe's own terms, including the Stripe Services Agreement (https://stripe.com/gb/legal/ssa) and Stripe's privacy policy. Your agreement with Stripe is between you and Stripe. We are not responsible for Stripe's service, its decisions about your account (for example identity checks, holds or closures), or its fees.

3.5 Who you are to your clients. Because you are the seller, the law requires your clients to be told who they are buying from before they pay. You must give us, and keep up to date:

• (a) your trading name;
• (b) a postal address where you can be contacted [solicitor to confirm whether a service address is enough for a sole trader];
• (c) a contact email address.

We show these to your clients on the pay screen, on the terms page for your coaching and in their payment confirmation. You must not use false or misleading details.

3.6 Your own terms. You are responsible for any terms you give your clients beyond the Actiiv client purchase terms, including your own refund policy. Your terms must not take away your clients' legal rights.

4. Your coach account

4.1 You must be 18 or over and able to enter into a binding contract.

4.2 You must give accurate information and keep your login details safe. You are responsible for what happens under your account.

4.3 Card payments are available to coaches based in the United Kingdom, charging in pounds sterling.

5. Actiiv's platform fee

5.1 What it is. For every card payment a client makes to you through Actiiv (in the app or through a payment link), we charge a platform fee. The fee is a percentage of the amount the client pays.

5.2 The rate. The rate is set out in Schedule 1. It is currently 5% on standard plans. It may differ by plan, and we may agree a different rate with you individually.

5.3 How it is taken. The fee is deducted automatically at the time of each payment, as a Stripe application fee, before the rest reaches your Stripe balance. For monthly plans it is deducted from each monthly payment.

5.4 Your clients pay your price, nothing more. Your client always pays the price you set. Nothing is added on top for paying by card, and you must not add a card surcharge (see section 12).

5.5 Stripe's fees are separate. Stripe charges you its own processing fees on each payment (and, for monthly plans, its subscription billing fee). They are Stripe's, set by Stripe, and are in addition to our fee. Stripe may invoice some of them to you separately.

5.6 VAT. Our fee is stated exclusive of VAT. We are not currently registered for VAT, so no VAT is charged. If we register, we will give you at least 30 days' notice before VAT is added to the fee.

5.7 Changing the fee. We may change the rate by giving you at least 30 days' notice by email and in the app. A new rate applies from each client's next payment after the change takes effect. If you do not accept a change, you can stop card payments and end these terms before it takes effect (section 15).

5.8 Payments outside Actiiv. We do not charge a fee on money your clients pay you outside Actiiv's checkout, for example cash, bank transfer, or an invoice you create yourself in your own Stripe Dashboard. Payments like these are not tracked by Actiiv's card features, and the protections in these terms (for example the fee refunds in section 7) do not apply to them.

6. Payouts

6.1 Money from your clients' card payments, less our fee and Stripe's fees, goes to your Stripe balance. Stripe pays it out to your bank account on the schedule set in your Stripe account.

6.2 We do not control payouts, payout timing, or any hold Stripe places on your account. Questions about payouts go to Stripe.

7. Refunds and the fee on refunds

7.1 Refunds are your decision and your cost. You refund clients from your own Stripe balance, in the app or in your Stripe Dashboard. We never refund a client on your behalf.

7.2 When you must refund. You must give refunds the law requires, including:

• (a) when a client cancels within their 14-day cancellation period: you refund within 14 days of being told, less the value of coaching already provided if the client asked you to start early. The app tells you when this happens and prefills the amount;
• (b) when you end a client's paid-up coaching early (for example by removing them): you refund the part they have paid for and not received;
• (c) when your coaching was not provided with reasonable care and skill, or not as described.

7.3 Your refund policy. Beyond what the law requires, your own refund policy applies. You should state it in your terms and make it available to clients before they pay.

7.4 Our fee on refunds. When you refund a card payment in full or in part, we refund our platform fee in proportion to the amount refunded. [Current setting: yes. Confirm this stays the policy.]

7.5 Stripe's fees on refunds. Stripe does not return its processing fee when a payment is refunded. That is between you and Stripe.

7.6 A refund does not reopen a payment link that has already been used.

8. Disputes, chargebacks and losses

8.1 A client's bank may reverse a card payment (a dispute or chargeback). Disputes are raised against your Stripe account, because you are the seller. You handle them in your Stripe Dashboard and must respond to them promptly with honest evidence.

8.2 If you lose a dispute, the disputed amount and Stripe's dispute fee come out of your Stripe balance. [Our platform fee on a payment you lose in a dispute: currently kept by us. Decide whether to refund it, see the questions at the end.]

8.3 Stripe manages negative balances and losses on your Stripe account under its own terms. You remain responsible to Stripe for any amount you owe it.

8.4 You are responsible for losses caused by your coaching, your conduct, your own terms, or your failure to give a refund the law requires. You agree to reimburse us for any fine, claim or cost we reasonably incur because of that, to the extent it was caused by you.

9. Seat plans (what you pay us)

9.1 Seats. Each client coached through Actiiv takes a seat. Your plan sets how many clients you can coach at once.

9.2 Free plan. You can coach up to 2 clients free, with no card needed.

9.3 Paid plans. For more clients, you buy a paid seat plan, monthly or annual, at the prices on our price list in the app at the time you buy (see Schedule 1). For 50 or more clients we agree a custom plan with you.

9.4 Paying. Paid plans are billed by us in advance, monthly or annually, through Stripe, on our own Stripe account. They renew automatically until you cancel.

9.5 Changing seats.

• (a) Going up: the extra seats are charged straight away, pro rata to the end of your current billing period, and apply once paid.
• (b) Going down, or moving from annual to monthly: the change applies from your next renewal. You keep the higher number of seats until then.
• (c) You cannot reduce your seats below the number of clients you are currently coaching.

9.6 Cancelling. You can cancel a paid plan at any time. It runs to the end of the period you have paid for and is not refunded for the unused part, unless the law requires otherwise.

9.7 After a plan ends. Clients you are already coaching keep coaching. New clients wait until a seat is free.

9.8 Price changes. We may change seat plan prices with at least 30 days' notice. A change applies from your next renewal after the notice period.

9.9 Failed payments. If a seat plan payment fails and is not put right, your plan falls back to the free plan.

9.10 Promotional or complimentary plans are on the terms we give you when we offer them.

10. Tax

10.1 You are responsible for your own tax, including income tax and, if you are registered, VAT on your coaching.

11. Stopping card payments and disconnecting Stripe

11.1 You can stop taking card payments at any time using Stop card payments in the app. This cancels your clients' monthly card plans at the end of the period they have paid for.

11.2 Use Stop card payments before you disconnect your Stripe account. If you disconnect Stripe from Actiiv first, Stripe keeps your clients' subscriptions running on your Stripe account, outside Actiiv. You are then responsible for managing or cancelling them with your clients directly.

11.3 We do not keep any platform fee on payments made after you disconnect. If we receive one, we refund it to you in full.

11.4 You cannot close your Actiiv account while any client's monthly card plan is still running. Cancel them first.

12. Acceptable use

12.1 You must not use Actiiv or its payment features:

• (a) to sell anything other than your own coaching and related services;
• (b) for anything unlawful, fraudulent or misleading, or that Stripe's terms prohibit;
• (c) to add a surcharge for paying by card, or to charge a payment-link price above your product's price;
• (d) to make medical claims or promise results you cannot stand behind;
• (e) to take card payments from anyone under 18;
• (f) to harass, pressure or mislead clients or potential clients;
• (g) to put personal or health information into product names, payment link titles or descriptions.

12.2 Your coaching must be given with reasonable care and skill, and must match what you describe.

12.3 You must hold any qualifications and insurance your coaching needs. [Solicitor: confirm whether to require professional indemnity insurance.]

12.4 New coaches may have limits on custom payment links for their first 30 days of card payments. The team can lift them.

13. Data protection

13.1 Your clients' coaching records. For the information you hold about your clients in Actiiv (programmes, check-ins, notes, and payment records for your coaching), you are the controller. [Solicitor: confirm whether Actiiv acts as your processor for this data, a joint controller, or an independent controller. Some of it is health data (special category data).]

13.2 Actiiv's own data. We are the controller for account data and for data we need to run the platform, prevent fraud, meet our legal duties and keep payment records.

13.3 Stripe. Stripe processes card and payment data under its own privacy policy, as its own controller.

13.4 You must use your clients' personal data only to coach them and run your business, keep it secure, and comply with UK data protection law. You must not export client data for unrelated marketing.

13.5 Our privacy notice explains how we use personal data: actiiv.club/privacy.

14. Suspension

14.1 We may suspend your account or your card payments, with notice where we reasonably can, if:

• (a) you seriously or repeatedly break these terms;
• (b) we reasonably suspect fraud, abuse or harm to clients;
• (c) Stripe, the law or a regulator requires it.

14.2 While you are suspended, your clients' monthly card plans are paused and they are not charged. If the suspension lasts more than 30 days, those plans are cancelled and your clients are told.

14.3 We will tell you why, unless the law or a fraud investigation prevents it, and how to ask us to review the decision.

15. Ending these terms

15.1 You can stop using Actiiv at any time. Cancel any running client card plans and any paid seat plan first (sections 9.6 and 11).

15.2 We may end these terms with 30 days' notice, or straight away if section 14.1 applies and the problem is serious or cannot be put right.

15.3 When these terms end:

• (a) you remain responsible for refunds, disputes and anything you owe for the time before they ended;
• (b) we keep payment and tax records for as long as the law requires;
• (c) sections 7, 8, 10, 13, 16 and 18 continue to apply.

16. Liability

16.1 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else the law does not allow to be limited.

16.2 We provide Actiiv with reasonable care and skill, but we do not promise it will always be available or error-free.

16.3 We are not responsible for:

• (a) your coaching, your contracts with your clients, or your clients' conduct;
• (b) Stripe's services or decisions;
• (c) loss of profit, revenue, business or goodwill, or any indirect loss.

16.4 Our total liability to you in any 12 months is limited to the greater of [£AMOUNT] and the total fees and seat plan charges you paid us in that period.

17. Changes to these terms

17.1 We may change these terms, for example to reflect new features, changes to Stripe, or changes in the law.

17.2 We will give you at least 30 days' notice of a change that affects you, by email and in the app, unless the change is required sooner by law or to protect clients or the platform.

17.3 If you do not agree to a change, you can end these terms before it takes effect. If you keep using Actiiv after it takes effect, you accept it. For some changes the app may ask you to accept the new terms before card payments continue.

18. General

18.1 Complaints. Tell us at actiivclub@gmail.com. We will reply within 7 to 10 working days.

18.2 Governing law. These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

18.3 If a court finds part of these terms unenforceable, the rest still applies.

18.4 You may not transfer these terms without our written agreement. We may transfer them to another company that takes over Actiiv, and will tell you if we do.

18.5 These terms, the documents they refer to and the rest of Actiiv's terms are the whole agreement between us about their subject.

Schedule 1: fees and seat plans

Platform fee on client card payments

Stripe's own fees are separate and charged by Stripe. Fees exclude VAT (none charged while we are not VAT registered).

Seat plans